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2012-2 EETC Investor
Presentation
Presentation
Continental Airlines, Inc.
September 19, 2012
Issuer Free Writing Prospectus
Filed pursuant to Rule 433(d)
Registration No. 333-181014-01
September 19, 2012
Filed pursuant to Rule 433(d)
Registration No. 333-181014-01
September 19, 2012
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The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter, or any
dealer participating in the offering will arrange to send you the prospectus if you
request it by calling Credit Suisse toll-free at 1-800-221-1037 or Morgan Stanley
toll-free at 1-866-718-1649.
SEC for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter, or any
dealer participating in the offering will arrange to send you the prospectus if you
request it by calling Credit Suisse toll-free at 1-800-221-1037 or Morgan Stanley
toll-free at 1-866-718-1649.
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Continental Airlines 2012-2 EETC
• Continental Airlines, Inc. (“Continental”) is offering $843,888,000 of Pass
Through Certificates, Series 2012-2 in two classes:
Through Certificates, Series 2012-2 in two classes:
– Class A of $711,622,000
– Class B of $132,266,000
• The proceeds from the offering will be used by Continental to finance 21
aircraft:
aircraft:
– Finance the purchase of 18 new Boeing 737-900ER aircraft scheduled for
delivery between November 2012 and July 2013
delivery between November 2012 and July 2013
– Finance the purchase of 3 new Boeing 787-8 aircraft scheduled for delivery
between December 2012 and July 2013(1)
between December 2012 and July 2013(1)
• Joint Bookrunners: Credit Suisse and Morgan Stanley
• Joint Structuring Agents: Credit Suisse and Morgan Stanley
Notes:
1. Continental will have the right to select 3 out of 4 eligible Boeing 787-8 aircraft to be part of the collateral pool for this transaction. Assumes that the first 21
new aircraft in chronological order of delivery are selected by Continental for this transaction, otherwise the delivery period will extend to September 2013
new aircraft in chronological order of delivery are selected by Continental for this transaction, otherwise the delivery period will extend to September 2013
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CAL 2012-2 EETC Structural Summary
Principal Amount
Expected Ratings (M/S/F)
Initial LTV(1)
Interest Rate
Initial Average Life (in years)
Regular Distribution Dates
Principal Distribution Window (in years)
Final Expected Distribution Date
Final Maturity Date
Section 1110 Protection
Liquidity Facility
Depositary
Class A Class B
$711,622,000 $132,266,000
Baa2 / A- / A Ba2 / BBB- / BBB-
55.0% 65.2%
Fixed, semi-annual, 30/360 day count
9.2 6.0
April 29 and October 29
1.6 - 12.1 1.6 - 8.1
October 29, 2024 October 29, 2020
April 29, 2026 April 29, 2022
Yes Yes
3 semi-annual 3 semi-annual
interest payments interest payments
interest payments interest payments
Funds raised will be held in escrow with the Depositary
Institution and withdrawn from time to time to purchase
Equipment Notes as the aircraft are financed
Institution and withdrawn from time to time to purchase
Equipment Notes as the aircraft are financed
Notes:
1. Initial LTV is calculated as of October 29, 2013, the first Regular Distribution Date after all aircraft are expected to have been financed
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Key Structural Elements
• Classes Offered: Two tranches of amortizing debt offered, both of which will
benefit from a liquidity facility covering three semi-annual interest payments
benefit from a liquidity facility covering three semi-annual interest payments
• Waterfall: Interest on the Preferred Pool Balance on the Class B Certificates
is paid ahead of Class A Certificates’ principal (same as CAL 2012-1)
is paid ahead of Class A Certificates’ principal (same as CAL 2012-1)
• Buy Out Rights: Class B Certificateholders have the right to purchase all (but
not less than all) of then outstanding more senior classes of certificates at
par plus accrued and unpaid interest upon certain events during a
Continental bankruptcy
not less than all) of then outstanding more senior classes of certificates at
par plus accrued and unpaid interest upon certain events during a
Continental bankruptcy
• Cross-Default: Yes, from day one
• Cross-Collateralization: Yes, from day one
• Collateral: Strategically core aircraft types to Continental’s fleet operations,
all of which are new deliveries. Continental will finance 18 new Boeing 737
-900ER aircraft and will choose 3 of 4 eligible Boeing 787-8 aircraft to be
included in the transaction as well
all of which are new deliveries. Continental will finance 18 new Boeing 737
-900ER aircraft and will choose 3 of 4 eligible Boeing 787-8 aircraft to be
included in the transaction as well
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Collateral Summary
Notes:
1. 21 aircraft will be financed from the proceeds of this offering; 3 new B787-8 aircraft and 18 new B737-900ER aircraft will be selected from a list of 22 aircraft
scheduled for delivery in 2012 and 2013. Value assumes that the first 21 new aircraft in chronological order of delivery are selected by Continental for the
transaction
scheduled for delivery in 2012 and 2013. Value assumes that the first 21 new aircraft in chronological order of delivery are selected by Continental for the
transaction
2. Appraised value is the lesser of the average and median Base Values of each aircraft as appraised by AISI, BK Associates and Morten Beyer & Agnew. An
appraisal is only an estimate of value and should not be relied upon as a measure of realizable value
appraisal is only an estimate of value and should not be relied upon as a measure of realizable value
Collateral Pool
• The collateral pool benefits from diversification of two strategically core
aircraft types
aircraft types
– 72% Narrowbody / 28% Widebody Mix
– 100% New
CAL 2012-2 Collateral Mix
Distribution of Appraised Value
Vintage: 0%
New: 100%
737-900ER
$946.75MM
$946.75MM
787-8
$375.97MM
$375.97MM
Widebodies: 28%
Narrowbodies: 72%
Total: $1,322.72MM
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Aircraft Appraisals
• Continental has obtained Base Value Desktop Appraisals from three
appraisers (AISI, BK Associates and Morten Beyer & Agnew)
appraisers (AISI, BK Associates and Morten Beyer & Agnew)
• Aggregate aircraft appraised value of $1,323 million(1)
• Appraisals available in the Preliminary Prospectus Supplement
• Appraisals indicate an initial collateral cushion of 45.0% and 34.8% on the
Class A and B respectively(2), which increases over time as the debt
amortizes
Class A and B respectively(2), which increases over time as the debt
amortizes
Notes:
1. Appraised value is the lesser of the average and median Base Values of each aircraft as appraised by three appraisers. An appraisal is only an estimate
of value and should not be relied upon as a measure of realizable value. Assumes that the first 21 new aircraft in chronological order of delivery are
selected by Continental for this transaction
of value and should not be relied upon as a measure of realizable value. Assumes that the first 21 new aircraft in chronological order of delivery are
selected by Continental for this transaction
2. Initial collateral cushion is calculated as of October 29, 2013, the first Regular Distribution Date after all aircraft are expected to have been financed
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Collateral Overview
Boeing 737-900ER
Boeing 737-900ER
• Overview: The 737-900ER is the largest variant of world’s all-time best selling 737NG
family of narrowbody commercial aircraft
family of narrowbody commercial aircraft
• Strengths(1):
– Very similar build and configuration to the 737-800, but longer fuselage
accommodates 13 additional passengers with transcontinental capability in
Continental’s standard two-class configuration
accommodates 13 additional passengers with transcontinental capability in
Continental’s standard two-class configuration
– Introduced in 2007, the 737-900ER is the newest member of the 737NG family with up
to 128 commercial aircraft in service and 371 on order
to 128 commercial aircraft in service and 371 on order
– Lowest operating unit cost per seat among in-production narrowbodies
• Importance to Continental:
– Allows Continental to increase available capacity in higher demand domestic
markets with a marginal increase in incremental trip cost
markets with a marginal increase in incremental trip cost
– Continental also views the aircraft as an attractive alternative for domestic 757-200
aircraft
aircraft
1. Sources: The Boeing Company, Morten Beyer & Agnew, Continental Airlines
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(22)
(14)
(102)
(10)
(3)
(2)
(7)
(6)
(15)
(100)
(6)
(43)
(62)
(2)
(6)
(4)
(4)
(2)
(5)
128 deliveries to 8 customers
Notes:
1. Net orders are defined as gross orders minus cancellations by
customers inclusive of aircraft deliveries, through July 31,
2012. Deliveries are through July 31, 2012
customers inclusive of aircraft deliveries, through July 31,
2012. Deliveries are through July 31, 2012
Net orders from customers
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Collateral Overview
Boeing 787-8 “Dreamliner”
Boeing 787-8 “Dreamliner”
• Overview: New generation long range aircraft with size similar to current 767s in fleet -
219 passengers in Continental’s standard two-class configuration (36 business / 183
premium and regular economy)
219 passengers in Continental’s standard two-class configuration (36 business / 183
premium and regular economy)
• Strengths(1):
– Over 46 airlines and leasing companies have ordered 520 aircraft as of July 31, 2012
– Intercontinental range to serve destinations not accessible with 767 aircraft (e.g.
Denver to Narita)
Denver to Narita)
– Superior economic performance anticipated
o Up to 20% lower fuel consumption than equivalent sized aircraft
o 15-25% lower operating costs
o Up to 30% lower airframe maintenance costs and longer intervals between
maintenance checks
maintenance checks
o 20% weight savings due to an airframe comprised of nearly 50% carbon fiber
• Importance to Continental:
– Provides Continental with a cost efficient, long range, medium density route aircraft
– An attractive replacement on 767 routes and certain 777 markets
1. Sources: The Boeing Company, Morten Beyer & Agnew, Continental Airlines
